<PAGE>

                                   ESCROW AGREEMENT


          THIS ESCROW AGREEMENT, dated as of September 10, 1998, is by and 
among INTEK GLOBAL CORPORATION, a Delaware corporation ("INTEK"), INTEK 
LICENSE ACQUISITION CORP., a Delaware corporation (the "ILAC"), and NATIONAL 
RURAL TELECOMMUNICATIONS COOPERATIVE, a non-profit cooperative association 
organized under the laws of the District of Columbia ("NRTC") and U.S. TRUST 
COMPANY, NATIONAL ASSOCIATION ("Escrow Agent").  Capitalized terms not 
otherwise defined herein shall have the meanings ascribed to them in the 
Auction Participation and License Partitioning Agreement entered into August 
17, 1998 by and between Intek, ILAC and NRTC (the "Auction Agreement").

                                      RECITALS:

          WHEREAS, Intek, through its wholly owned subsidiary Roamer One, 
Inc., owns, operates and manages two-way land mobile radio stations in the 
220-222 MHZ band (the "220 MHZ Band") within the United States.

          WHEREAS, Intek desires to enhance the coverage and capacity of 
those Roamer One operated licenses in certain markets through acquisition of 
additional channel capacity acquired through the auction of Phase II 220 MHZ 
Band licenses (the "220 MHZ Auction") to be conducted by the Federal 
Communications Commission ("FCC" or "Commission") and has formed ILAC to 
participate in such auction;

          WHEREAS, NRTC is a non-profit cooperative of rural 
telecommunications companies, many of which are interested in procuring such 
channel capacity in the 220 MHZ Band as may reasonably accommodate the needs 
of their markets;

          WHEREAS, the 220 MHZ Auction will award through competitive bidding 
Phase II 220 MHZ Band licenses on a nationwide, Regional Economic Area 
Grouping ("REAG") and Economic Area ("EA") basis as defined by the FCC;

          WHEREAS, the parties have entered into the Auction Agreement to 
enable the purchase by ILAC of certain Phase II 220 MHZ Band licenses (the 
"Licenses") in the 220 MHZ Auction and to allow for the post-auction 
partitioning and disaggregation (hereinafter "partitioning") of those certain 
Licenses;

          WHEREAS, pursuant to Section 1.3 of the Auction Agreement, NRTC 
shall prepare and deliver to ILAC no later than September 10, 1998, a 
Schedule 2 to be attached as part of the Auction Agreement, setting forth the 
maximum dollar amount NRTC is willing to pay for the NRTC  partitioned 
licenses within the Targeted Licenses (the "NRTC Maximum"); and

<PAGE>

          WHEREAS, pursuant to Section 4.2 of the Auction Agreement, NRTC has 
agreed to deposit with Escrow Agent the sum total of the NRTC Maximum amounts 
for each of the Target Licenses (to be used solely for the purpose of making 
payments with respect to NRTC's portion of partitioned licenses within the 
Targeted Licenses) not later than September 10, 1998 (the "NRTC Deposit"). 

          NOW, THEREFORE, Intek, ILAC, NRTC and the Escrow Agent hereby agree 
as follows:

          1.   ESCROW FUND; EARNINGS.

               a.   The NRTC Deposit is herewith deposited by NRTC with the 
Escrow Agent, together with Schedule 2 to the Auction Agreement, receipt of 
which the Escrow Agent hereby acknowledges, subject to the satisfaction of 
the following condition (the "Effective Condition"):

     ILAC shall deliver to Escrow Agent, on or before 5:00 p.m., Eastern
     Standard Time, on September 10, 1998, one original of this Agreement, duly
     executed by ILAC, accompanied by a letter or certificate from ILAC stating
     that the Auction Agreement and Schedule 2 thereto has been duly executed by
     an authorized agent of ILAC and is the Auction Agreement and Schedule 2
     thereto described in the preamble of this Agreement.

If Escrow Agent receives such agreement and letter or certificate, then the 
Effective Condition shall be satisfied, and Escrow Agent shall hold the NRTC 
Deposit in accordance with the other terms and conditions of this Agreement 
as the "Escrow Fund."  If Escrow Agent does not receive such agreement and 
letter or certificate, then the Effective Condition shall not be satisfied 
and Escrow Agent shall distribute the NRTC Deposit, together with interest 
thereon, to NRTC on the next business day thereafter and this Agreement shall 
terminate.

               b.   In the event NRTC and ILAC subsequently agree to amend 
Schedule 2 to the Auction Agreement to provide for an increase in the NRTC 
Maximum amounts set forth therein, NRTC shall deposit with Escrow Agent the 
increase in the sum total of the NRTC Maximum amount as shown on such amended 
Schedule 2, together with a copy of the amended Schedule 2, and such amount 
shall be added to and become a part of the "Escrow Fund."

               c.   All taxes in respect of earnings on the Escrow Fund shall 
be the obligation of and shall be paid when due by NRTC.  All accumulated 
earnings (net of accumulated losses) on the Escrow Fund shall be paid to NRTC 
monthly and shall not become part of the Escrow Fund.  Upon receipt of the 
NRTC Deposit, Escrow Agent shall invest all cash funds, if any, 


                                      2

<PAGE>

comprising the Escrow Fund in a Money Market Fund (as defined in Section 2), 
so that immediately available funds will be available for payment.

          2.   INVESTMENT OF ESCROW FUND.  Escrow Agent shall invest and 
reinvest all cash funds from time to time comprising the Escrow Fund, 
together with the earnings thereon, in any shares of a money market fund 
registered under the Investment Company Act of 1940 the sole assets of which 
are (a) bonds or other obligations or, or guaranteed by, the government of 
the United States of America or any State thereof or the District of Columbia 
or agencies thereof and not having maturities of greater than thirty (30) 
days; (b) commercial paper that is rated, at the time of Escrow Agent's 
investment therein or contractual commitment providing for such investment, 
at least P-1 by Moody's Investors Service, Inc. ("MOODY'S") and A-1 by 
Standard & Poor's Corporation ("S&P") and not having maturities of greater 
than thirty (30) days; (c) corporate obligations that are rated, at the time 
of Escrow Agent's investment therein or contractual commitment providing for 
such investment, among the two highest ratings by any nationally recognized 
statistical ratings organization and not having maturities of greater than 
thirty (30) days; (d) demand or time deposits in, certificates of deposit of 
or bankers' acceptances issued by (i) a depository institution or trust 
company incorporated under the laws of the United States of America, any 
State thereof or the District of Columbia or (ii) a United States branch 
office or agency of a foreign depository institution or trust company if, in 
any such case, the depository institution, trust company or office or agency 
has combined capital and surplus of not less than One Hundred Million Dollars 
($100,000,000) (any such institution being herein called a "PERMITTED BANK") 
and not having maturities of greater than thirty (30) days; (e) repurchase 
obligations of a Permitted Bank or securities dealer (acting as principal) 
meeting the capital and surplus requirements specified for a Permitted Bank 
with respect to any bond or other obligation referred to in clause (a) above; 
or repurchase agreements collateralized by such obligations (a "MONEY MARKET 
FUND").

          3.   OBLIGATIONS SECURED BY THE ESCROW FUND.  The Escrow Fund shall 
be held by Escrow Agent as a trust fund and shall not be subject to lien or 
attachment by any creditor of any party hereto and shall be used solely for 
the purpose and subject to the terms and conditions set forth in this 
Agreement.

          4.   RELEASE OF THE ESCROW FUND PRIOR TO CLOSING.  Escrow Agent, 
upon receipt of a certificate from NRTC in substantially the form of EXHIBIT 
I attached hereto (a "NRTC'S CERTIFICATE OF INSTRUCTION"), shall, not later 
than the third business day next following its receipt thereof, give written 
notice to ILAC of its receipt, together with a copy, of such NRTC Certificate 
of Instruction.  If Escrow Agent shall not, within five (5) days after it 
shall have given such  notice to ILAC, have received from ILAC a certificate 
in substantially the form of EXHIBIT II attached hereto (an "ILAC'S OBJECTION 
CERTIFICATE") in respect of the Certificate of Instruction to which such 
notice relates, then Escrow Agent shall, pay over to NRTC, all funds in the 
Escrow Fund. The 


                                     3

<PAGE>

applicable circumstances which may be set forth in the NRTC's Certificate of 
Instruction are the following:

                    (i)   the Auction Agreement is terminated by mutual consent
     of NRTC and ILAC;

                    (ii)  the Auction Agreement is automatically terminated by
     reason of the occurrence of an event described in Sections 8.1, 8.2, 8.3 of
     the Auction Agreement; 

                    (iii) either party has elected to terminate the Auction
     Agreement because there has been a Material Unsecured Breach by the other
     party as described in Section 8.4 of the Auction Agreement; 

                    (iv)  either party has elected to terminate the Auction
     Agreement because the event described in Section 8.5 of the Auction
     Agreement has occurred.

In such event, the Escrow Fund and any interest accrued thereon shall be 
distributed to NRTC by wire transfer to the NRTC account.

          5.   PROCEDURE FOR RELEASE OF ESCROW FUND.  The following procedure 
shall apply with respect to the release of the Escrow Fund under this 
Agreement.

               a.   TARGET LICENSE DEPOSIT PAYMENTS.  In the event ILAC is 
the winning bidder of one or more Target Licenses in the 220 MHZ Auction, 
ILAC shall submit a certificate or letter to Escrow Agent, together with a 
copy of the FCC Public Notice as published in the FCC Daily Digest (the "FCC 
Auction Closing Notice"), announcing the conclusion of the 220 MHZ Auction, 
establishing the deposit payment dates, the amount of winning bids of any 
Target Licenses acquired by ILAC and the amount of the deposit payments 
required with respect thereto.  The letter or certificate from ILAC shall set 
forth (1) each Target License on which ILAC made a winning bid; (2) the 
winning bid amount for each such License; (3) the amount of deposit payment 
required by the FCC with respect to each such License; (4) the application of 
the "Upfront Payment" (as described in the Auction Agreement) towards such 
deposit payment; and (5) the dollar amount of the Escrow Fund to be released 
to ILAC for the balance of the deposit payment for each such License in an 
amount not in excess of the NRTC Maximum for each such License, as set forth 
on Schedule 2 to the Auction Agreement, as the same may have been amended.  
Upon receipt of such letter or certificate and the FCC Auction Closing 
Notice, Escrow Agent shall release the Escrow Fund to ILAC to the extent 
necessary to make the required deposit payments shown to be due, not less 
than three (3) Business Days before such payments are due.


                                      4

<PAGE>

               b.   TARGET LICENSE AWARD PAYMENTS.  When the FCC makes a 
public announcement published in the FCC Daily Digest indicating the final 
award, subject to receipt of final payment, of licenses in the 220 MHz 
Auction (the "FCC Award Notice"), ILAC shall submit a letter or certificate 
to Escrow Agent to request a release of additional amounts from the Escrow 
Fund to make the final payments required by the FCC with respect to the 
winning binds on the Target Licenses acquired by ILAC.  The letter or 
certificate from ILAC shall set forth (1) each Target License acquired by 
ILAC; (2) the winning bid amount for each such License; (3) the remaining 
balance due with respect to each such License; and (4) the dollar amount of 
the Escrow Fund to be released to ILAC for the remaining balance due for each 
such License in an amount not in excess of the NRTC Maximum for each such 
License, as set forth on Schedule 2 to the Auction Agreement, as the same may 
have been amended.  Upon receipt of such letter or certificate and the FCC 
Award Notice, Escrow Agent shall release the Escrow Fund to ILAC to the 
extent necessary to make the required final payments shown to be due, not 
less than three (3) Business Days before such payments are due. 

               c.   CLOSE OF ESCROW.  In the event no Target Licenses are 
purchased at the 220 MHZ Auction, or any portion of the Escrow Fund remains 
after disbursement to ILAC for all acquired Target Licenses (as set forth in 
subsection 5(b) above), all Escrow Funds remaining, together with any accrued 
interest, shall be released to NRTC.

          6.   TERMINATION DATE.  This Agreement shall terminate on the 
release and discharge of the Escrow Fund as permitted in Sections 4 and 5 
herein (the "Termination Date").

          7.   DUTIES AND OBLIGATIONS OF ESCROW AGENT; FEES OF ESCROW AGENT. 
The duties and obligations of Escrow Agent shall be determined solely by the 
provisions of this Agreement and the Certificates referred to in the Exhibits 
hereto delivered in accordance herewith, Escrow Agent is not charged with 
knowledge of or any duties or responsibilities in respect of any other 
agreement or document, and Escrow Agent shall not be liable except for the 
performance of such duties and obligations as are specifically set forth in 
this Agreement. In furtherance and not in limitation of the foregoing:

               a.   NRTC shall pay all fees and expenses of the Escrow Agent 
for its services hereunder as and when billed by Escrow Agent and shall 
reimburse and indemnify Escrow Agent for, and hold it harmless against any 
loss, liability, cost or expense, including but not limited to reasonable 
attorneys' fees, reasonably incurred on the part of Escrow Agent in 
connection with Escrow Agent's duties and obligations under this Agreement, 
as well as the reasonable costs and expenses of defending against any claim 
or liability relating to this Agreement (and Escrow Agent may debit the 
Escrow Fund for such amounts if its invoice is not paid within 30 days); 
provided that, notwithstanding the foregoing, NRTC shall not be required to 
indemnify Escrow Agent for any such loss, liability, cost or expense arising 
as a result of its willful misconduct or gross negligence;


                                      5

<PAGE>

               b.   Escrow Agent shall not be liable for any loss of interest 
sustained as a result of investments made hereunder in accordance with the 
terms hereof, including any liquidation of any investment of the Escrow Fund 
prior to its maturity effected to make a payment required by the terms of 
this Agreement;

               c.   Escrow Agent shall be fully protected in relying in good 
faith upon any written certification, notice, direction, request, waiver, 
consent, receipt or other document that Escrow Agent reasonably believes to 
be genuine and duly authorized, executed and delivered;

               d.   Escrow Agent shall not be liable for any error of 
judgment, or for any act done or omitted by it, or for any mistake in fact or 
law, or for anything that it may do or refrain from doing in connection 
herewith; provided that, notwithstanding any other provision in this 
Agreement, Escrow Agent shall be liable for its willful misconduct or gross 
negligence;

               e.   Escrow Agent may seek the advice of legal counsel in the 
event of any dispute or question as to the construction of any of the 
provisions of this Agreement or its duties hereunder, and it shall incur no 
liability and shall be fully protected in respect of any action taken, 
omitted or suffered by it in good faith in accordance with the opinion of 
such counsel;

               f.   In the event that Escrow Agent shall in any instance, 
after seeking the advice of legal counsel pursuant to the immediately 
preceding clause, in good faith be uncertain as to its duties or rights 
hereunder, it shall be entitled to refrain from taking any action in that 
instance and its sole obligation, subject to those of its duties hereunder as 
to which there is no such uncertainty, shall be to keep safely all property 
held in escrow until it shall be directed otherwise in writing by each of the 
parties hereto or by a final order or judgment of a court of competent 
jurisdiction; provided that, in the event Escrow Agent has not received such 
written direction or court order or judgment within ninety (90) days after 
requesting same, it shall have the right to interplead ILAC and NRTC in any 
court of competent jurisdiction and request that such court determine its 
rights and duties hereunder; and

               g.   Escrow Agent may execute any of its powers or 
responsibilities hereunder and exercise any rights hereunder either directly 
or by or through its agents or attorneys. Nothing in this Agreement shall be 
deemed to impose upon Escrow Agent any duty to qualify to do business or to 
act as fiduciary or otherwise in any jurisdiction other than the State of 
California and Escrow Agent shall not be responsible for and shall not be 
under a duty to examine into or pass upon the validity, binding effect, 
execution or sufficiency of this Agreement or of any agreement amendatory or 
supplemental hereto.

          8.   COOPERATION.  ILAC and NRTC shall provide to Escrow Agent all 
instruments and documents within their respective powers to provide that are 
necessary for Escrow Agent to perform its duties and responsibilities 
hereunder.


                                      6

<PAGE>

          9.   RESIGNATION AND REMOVAL OF ESCROW AGENT.

               a.   Escrow Agent may resign as escrow agent hereunder thirty 
(30) days following the giving of written notice thereof to ILAC and NRTC. 
Similarly, Escrow Agent may be removed and replaced as escrow agent hereunder 
thirty (30) days following the giving of written notice to Escrow Agent by 
ILAC and NRTC.  Notwithstanding the foregoing, no such resignation or removal 
shall be effective until a successor Escrow Agent has acknowledged its 
appointment as such as provided in paragraph (c) below. In either event, upon 
the effective date of such resignation or removal, Escrow Agent shall deliver 
the property comprising the Escrow Fund to such successor Escrow Agent.

               b.   If ILAC and NRTC are unable to agree upon a successor 
Escrow Agent, or shall have failed to appoint a successor Escrow Agent prior 
to the expiration of thirty (30) days following the date of the notice of 
such resignation or removal, the then acting Escrow Agent shall petition a 
court of competent jurisdiction to appoint a successor, provided that any 
such successor selected shall be a Permitted Bank referred to in subclause 
(i) of clause (d) of Section 2.

               c.   Upon acknowledgment by any duly appointed successor 
Escrow Agent of the receipt of the property then comprising the Escrow Fund, 
the then acting Escrow Agent shall be fully released and relieved of all 
duties, responsibilities and obligations under this Agreement, subject to the 
provisos contained in clauses (a) and (d) of Section 8.

          10.  NOTICES.  All notices and other communications required or 
permitted hereunder must be in writing and will be deemed to have been duly 
given if delivered (personally or by overnight courier) or mailed (by 
certified mail return receipt requested, first class postage prepaid) to the 
parties at the following addresses:

If to NRTC to:           Charles Horton
                         NRTC
                         2201 Cooperative Way
                         Suite 400
                         Herndon, VA  20171
                         Facsimile: (703) 793-1980

                         and

                         Steven T. Berman
                         NRTC
                         2201 Cooperative Way
                         Suite 400
                         Herndon, VA  20171
                         Facsimile: (703) 797-9301


                                      7

<PAGE>

With a copy to:          Jack Richards
                         Keller & Heckman
                         1001 G Street, N.W.
                         Washington, D.C.  20001
                         Facsimile: (202) 434-4653

If to Intek:             Robert Shiver
                         Intek Global Corporation
                         214 Carnegie Center
                         Suite 304
                         Princeton, New Jersey  08540-6237
                         Facsimile (609) 419-1282

                         and

                         George Valenti
                         Intek Global USA
                         1690 Topping Avenue
                         Kansas City, MO  64120
                         Facsimile: (816) 920-1102


With a copy to:          Robert B. Kelly
                         Squire, Sanders & Dempsey LLP
                         1201 Pennsylvania Ave., N.W.
                         Post Office Box 407
                         Washington, D.C.  20044-0407
                         Facsimile: (202) 626-6780

If to ILAC:              David Neibert
                         Intek License Acquisition Corp.
                         24327 VanOwen Street
                         Suite 206
                         West Hills, California  91307
                         Facsimile: (818) 610-0313


                                      8

<PAGE>

If to Escrow Agent, to:  U.S. Trust Company, National Association 
                         515 South Flower Street
                         Suite 2700
                         Los Angeles, CA  90071-2291
                         Attn:  Corporate Trust Department 
                         Facsimile:  (213) 488-1370


or to such other address or number, or to the attention of such other Person, 
as any party may designate, at any time, in writing in conformity with these 
notice provisions.  Failure to send a copy to counsel shall not invalidate 
the notice.

All notices and other communications required or permitted under this 
Agreement that are addressed as provided in this Section 9 will (a) if 
delivered personally or by overnight courier, be deemed given upon delivery, 
and (b) if delivered by mail in the manner described above, be deemed given 
on the fifth day after deposit in a regular depositary of the United States 
mail. Any party from time to time may change its address for the purpose of 
notices to that party by giving notice to the other parties hereto specifying 
a new address, but no such notice will be deemed to have been given until it 
is actually received by the party sought to be charged with the contents 
thereof.

          11.  AMENDMENTS, ETC.  This Agreement may be amended, modified, 
superseded or canceled, and any of the terms hereof may be waived, only by a 
written instrument executed by or on behalf of each of the parties hereto. No 
waiver by any party of any breach of any term contained in this Agreement, in 
any one or more instances, shall be deemed to be or construed as a further or 
continuing waiver of any such breach or a waiver of any breach of any other 
term contained in this Agreement.

          12.  GOVERNING LAW.  This Agreement shall be construed in 
accordance with and governed by the laws of the State of California, without 
reference to principles of conflicts of law.

          13.  JURISDICTION AND SERVICE OF PROCESS.

               ILAC AND NRTC (THE "SUBMITTING PARTIES") HEREBY IRREVOCABLY 
SUBMIT TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE 
CENTRAL DISTRICT OF CALIFORNIA, FOR THE PURPOSES OF ANY SUIT, ACTION OR OTHER 
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER 
HEREOF BROUGHT BY THE SUBMITTING PARTIES.  IN THE EVENT THAT THE UNITED 
STATES DISTRICT COURT FOR THE CENTRAL DISTRICT OF CALIFORNIA SHALL NOT 


                                      9

<PAGE>

HAVE JURISDICTION OVER THE SUBMITTING PARTIES ON SUCH MATTERS, THE SUBMITTING 
PARTIES HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE STATE COURTS OF 
THE STATE OF CALIFORNIA.  THE SUBMITTING PARTIES TO THE EXTENT PERMITTED BY 
APPLICABLE LAW (A) HEREBY WAIVE, AND SHALL NOT ASSERT, BY WAY OF MOTION, AS A 
DEFENSE, OR OTHERWISE, IN ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH 
COURTS, ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE JURISDICTION OF 
THE ABOVE-NAMED COURTS, THAT THEIR PROPERTY IS EXEMPT OR IMMUNE FROM 
ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN 
INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS 
IMPROPER OR THAT THIS AGREEMENT OR THE SUBJECT MATTER HEREOF MAY NOT BE 
ENFORCED IN OR BY SUCH COURT, AND (B) HEREBY WAIVE THE RIGHT TO ASSERT IN ANY 
SUCH ACTION, SUIT OR PROCEEDING ANY OFFSETS OR COUNTERCLAIMS EXCEPT 
COUNTERCLAIMS THAT ARE COMPULSORY OR OTHERWISE ARISE FROM THE SAME SUBJECT 
MATTER.  THE SUBMITTING PARTIES HEREBY CONSENT TO SERVICE OF PROCESS BY MAIL 
AT THE ADDRESS TO WHICH NOTICES ARE TO BE GIVEN PURSUANT TO SECTION 9 HEREOF. 
FINAL JUDGMENT AGAINST ANY OF THE SUBMITTING PARTIES IN ANY SUCH ACTION, 
SUIT OR PROCEEDING SHALL BE CONCLUSIVE, AND MAY BE ENFORCED IN ANY OTHER 
JURISDICTION (A) BY SUIT, ACTION OR PROCEEDING ON THE JUDGMENT, A CERTIFIED 
OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE OF THE FACT AND THE AMOUNT 
OF INDEBTEDNESS OR LIABILITY OF SUCH SUBMITTING PARTY THEREIN DESCRIBED OR 
(B) IN ANY OTHER MANNER PROVIDED BY OR PURSUANT TO THE LAWS OF SUCH OTHER 
JURISDICTION.

          14.  MISCELLANEOUS.  This Agreement shall be binding upon and inure 
to the benefit of the parties and their successors and assigns. The headings 
in this Agreement are for convenience of reference only and shall not define 
or limit the provisions hereof. This Agreement may be executed in several 
counterparts, each of which is an original but all of which together shall 
constitute one instrument.

          15.  SEVERABLE PROVISIONS.  The provisions of this Agreement are 
severable, and if any one or more provisions may be determined to be illegal 
or otherwise unenforceable, in whole or in part, the remaining provisions, 
and any partially unenforceable provisions to the extent enforceable, shall 
nevertheless be binding and enforceable. 


                                      10

<PAGE>

          16.  COUNTERPARTS.  This Agreement may be executed simultaneously 
in two or more counterparts, each one of which shall be deemed an original, 
but all of which shall constitute one and the same instrument.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement 
to be executed as of the date first above written.


                         NATIONAL RURAL TELECOMMUNICATIONS COOPERATIVE     


                         By: /s/
                            ---------------------------------------------------
                         Name:                             
                              -------------------------------------------------
                         Title:                                       
                               ------------------------------------------------


                         INTEK GLOBAL CORPORATION


                         By: /s/                                        
                            ---------------------------------------------------
                         Name:                                     
                              -------------------------------------------------
                         Title:                                        
                               ------------------------------------------------


                         INTEK LICENSE ACQUISITION CORP.


                         By: /s/                                         
                            ---------------------------------------------------
                         Name:                                          
                              -------------------------------------------------
                         Title:                                           
                               ------------------------------------------------


                         U.S. TRUST COMPANY, NATIONAL ASSOCIATION 


                         By: /s/                                          
                            ---------------------------------------------------
                         Name:                                          
                              -------------------------------------------------
                         Title:                                      
                               ------------------------------------------------


                                      11

<PAGE>

                                                                      EXHIBIT I

                          NRTC'S CERTIFICATE OF INSTRUCTION

                                          TO

                       U.S. TRUST COMPANY, NATIONAL ASSOCIATION

                                   AS ESCROW AGENT


     The undersigned, National Rural Telecommunications Cooperative ("NRTC"), 
pursuant to Section 4 of the Escrow Agreement, dated as of September 10, 
1998, hereby:

     (a)  certifies that the Auction has concluded and no Target Licenses were
          acquired at Auction (as set forth in the Auction Agreement) or the
          Auction Agreement has terminated because [list one of reasons in
          Section 4]; and
     (b)  instructs you, subject to and after your compliance with the
          provisions of Section 4 of the Escrow Agreement, to pay to NRTC the
          Escrow Fund.


                         NATIONAL RURAL TELECOMMUNICATIONS 
                         COOPERATIVE 


                         By:
                            ---------------------------------------------
                            ---------------------------------------------
                         Its:
                             --------------------------------------------
          
                         
                                      12

<PAGE>

                                                                    EXHIBIT II

                             ILAC'S OBJECTION CERTIFICATE

                                          TO

                       U.S. TRUST COMPANY, NATIONAL ASSOCIATION

                                   AS ESCROW AGENT


     The undersigned, Intek License Acquisition Corp. ("ILAC") pursuant to 
Section 4 of the Escrow Agreement dated as of September 10, 1998, hereby:

     (a)  certifies that (i) NRTC is not entitled to the Escrow Fund, and
          (ii) the undersigned has sent to NRTC a written statement dated
          _________, 199_ to such effect; and
     (b)  objects to your making payment to NRTC as provided in such certificate
          of NRTC. 


                              INTEK LICENSE ACQUISITION CORP. 


                              By:
                                 ----------------------------------------

                              Its:
                                  ---------------------------------------



                              By:
                                 ----------------------------------------

                              Its:
                                 ----------------------------------------


                                      13